MANAGEMENT S DISCUSSION AND ANALYSIS

Transcription

1 MANAGEMENT S DISCUSSION AND ANALYSIS For the Year Ended March 31, 2017 This Management s Discussion and Analysis ( MD&A ) for the year ended March 31, 2017 (fiscal 2017) is as of May 17, 2017 and provides information on the operating activities, performance and financial position of ATS Automation Tooling Systems Inc. ( ATS or the Company ) and should be read in conjunction with the audited consolidated financial statements of the Company for fiscal 2017, which have been prepared in accordance with International Financial Reporting Standards ( IFRS ) and are reported in Canadian dollars. Additional information is contained in the Company s filings with Canadian securities regulators, including its Annual Information Form, found on SEDAR at and on the Company s website at Notice to Reader: Non-IFRS Measures and Additional IFRS Measures Throughout this document management uses certain non-ifrs measures to evaluate the performance of the Company. These terms do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. The terms operating margin, EBITDA, EBITDA margin, adjusted net income, adjusted earnings from operations, adjusted basic earnings per share, noncash working capital, Order Bookings and Order Backlog do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In addition, management uses earnings from operations, which is an additional IFRS measure, to evaluate the performance of the Company. Earnings from operations is presented on the Company s consolidated statements of income as net income (from continuing operations) excluding income tax expense and net finance costs. Operating margin is an expression of the Company s earnings from operations as a percentage of revenues. EBITDA is defined as earnings from operations excluding depreciation and amortization (which includes amortization of intangible assets). EBITDA margin is an expression of the Company s EBITDA as a percentage of revenues. Adjusted earnings from operations is defined as earnings from operations before items excluded from management s internal analysis of operating results, such as amortization expense of acquisitionrelated intangible assets, acquisition-related transaction and integration costs, restructuring charges, and certain other adjustments which would be non-recurring in nature ( adjustment items ). Adjusted basic earnings per share is defined as adjusted net income on a basic per share basis, where adjusted net income is defined as adjusted earnings from operations less net finance costs and income tax expense, plus tax effects of adjustment items. Non-cash working capital is defined as the sum of accounts receivable, costs and earnings in excess of billing on contracts in progress, inventories, deposits, prepaids and other assets, less accounts payable, accrued liabilities, provisions and billings in excess of costs and earnings on contracts in progress. Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. Order Backlog is the estimated unearned portion of revenues on customer contracts that are in process and have not been completed at the specified date. 16 ATS AUTOMATION ANNUAL REPORT 2017

2 Earnings from operations and EBITDA are used by the Company to evaluate the performance of its operations. Management believes earnings from operations is an important indicator in measuring the performance of the Company s operations on a pre-tax basis and without consideration as to how the Company finances its operations. Management believes that EBITDA is an important indicator of the Company s ability to generate operating cash flows to fund continued investment in its operations. Management believes that adjusted earnings from operations and adjusted basic earnings per share (including adjusted net income) are important measures to increase comparability of performance between periods. The adjustment items used by management to arrive at these metrics are not considered to be indicative of the business s ongoing operating performance. Management uses the measure non-cash working capital as a percentage of revenues to evaluate the Company s management of its investment in non-cash working capital. Management calculates non-cash working capital as a percentage of revenues using period -end non-cash working capital divided by trailing two fiscal quarter revenues annualized. Order Bookings provides an indication of the Company s ability to secure new orders for work during a specified period, while Order Backlog provides a measure of the value of Order Bookings that have not been completed at a specified point in time. Both Order Bookings and Order Backlog are indicators of future revenues the Company expects to generate based on contracts that management believes to be firm. Management believes that ATS shareholders and potential investors in ATS use these additional IFRS measures and non-ifrs financial measures in making investment decisions and measuring operational results. EBITDA should not be construed as a substitute for net income determined in accordance with IFRS. Adjusted earnings from operations is not necessarily indicative of earnings from operations or cash flows from operations as determined under IFRS and may not be comparable to similar measures presented by other companies. A reconciliation of (i) earnings from operations and EBITDA to net income from continuing operations, and (ii) adjusted earnings from operations to earnings from operations, adjusted net income to net income and adjusted basic earnings per share to basic earnings per share, in each case for the three- and twelve -month periods ending March 31, 2017 and March 31, 2016 is contained in this MD&A (see Reconciliation of Non-IFRS Measures to IFRS Measures ). A reconciliation of Order Bookings and Order Backlog to total Company revenues for the three- and twelve -month periods ending March 31, 2017 and March 31, 2016 is also contained in the MD&A (see Order Backlog Continuity ). Company Profi le ATS is an industry-leading automation solutions provider to many of the world s most successful companies. ATS uses its extensive knowledge base and global capabilities in custom automation, repeat automation, automation products and value-added services, including pre-automation and after-sales services, to address the sophisticated manufacturing automation systems and service needs of multinational customers in markets such as life sciences, chemicals, consumer products, electronics, food, beverage, transportation, energy, and oil and gas. Founded in 1978, ATS employs approximately 3,500 people at 23 manufacturing facilities and over 50 offices in North America, Europe, Southeast Asia and China. ATS AUTOMATION ANNUAL REPORT

3 CEO Appointment Effective March 6, 2017, the Board of Directors appointed Andrew Hider as Chief Executive Officer of ATS following an extensive planning and search process. Mr. Hider is uniquely qualified to lead ATS and its global team of 3,500 employees. He is an experienced executive with a track record of success founded on his ability to drive business growth and operational performance in complex business environments and across multiple industries, including transportation, advanced technology, instrumentation and industrial products. Most recently, Mr. Hider served as President and CEO of the Taylor Made Group, LLC. Prior to that, Mr. Hider served for 10 years at Danaher Corporation (NYSE: DHR) including as President of Veeder Root. Mr. Hider began his career with General Electric (NYSE: GE), serving in a number of areas over a six-year period, culminating in his appointment as General Manager of GE Tri-Remanufacturing. Mr. Hider holds a Bachelor of Science in Interdisciplinary Engineering and Management and a Masters of Business Administration, both from Clarkson University. During his career as a leader, Mr. Hider has brought focus to five key areas: People: ensuring that the Company attracts and retains the best people in the right roles and developing the pipeline of talent in the organization Process: aligning businesses around a common set of policy-driven processes to deliver continuous improvement Plan: driving profitable growth through a rigorous strategic planning process that targets incremental and continuous improvement Performance: constantly and consistently managing performance and implementing countermeasures to meet expectations Customer: understanding, anticipating and meeting the needs of the Company s key stakeholders, including customers and shareholders Effective May 17, 2017 Mr. Hider was appointed to the Company s Board of Directors. Strategy Mr. Hider is working with management and the Board to review and build upon ATS growth strategy, with a view to driving long-term shareholder value through the generation of profitable growth, both organically and through acquisition. 18 ATS AUTOMATION ANNUAL REPORT 2017

4 Business Overview ATS is an industry-leading automation solutions provider to many of the world s most successful multinational companies. ATS has expertise in custom automation, repeat automation, automation products and valueadded services including pre-automation and after-sales services. ATS serves customers in the following markets: life sciences, transportation, energy, consumer products, electronics, chemicals, food, beverage, and oil and gas. With broad and in-depth knowledge across multiple industries and technical fields, ATS delivers single-source solutions to customers that lower their production costs, accelerate delivery of their products, and improve quality control. ATS engages with customers on both greenfield programs, such as equipping new factories, and brownfield programs, such as capacity expansions, line moves, equipment upgrades, software upgrades, efficiency improvements and factory optimization. ATS and its subsidiaries engage at varying points in the customers automation cycle. During the pre-automation phase, ATS offers comprehensive services, including discovery and analysis, concept development, simulation and total cost of ownership modelling, all of which help to verify the feasibility of different types of automation, set objectives for factors such as line speed and yield, assess production processes for manufacturability and calculate the total cost of ownership. For customers that have decided to proceed with an automation project, ATS offers a number of automation and integration services, including engineering design, prototyping, process verification, specification writing, software and manufacturing process controls development, equipment design and build, standard automation products/platforms, third-party equipment qualification, procurement and integration, automation system installation, product line commissioning, validation and documentation. Following the installation of custom automation, ATS may supply duplicate or repeat automation systems to customers that leverage engineering design completed in the original customer program. For customers seeking complex equipment production or build-to-print manufacturing, ATS provides value engineering, supply chain management, integration and manufacturing capabilities, and other automation products and solutions. Post automation, ATS offers a number of services, including customer training, preventative maintenance, process optimization, emergency and on-call support, spare parts, retooling, retrofits and equipment relocation. Contract values for individual automation systems vary and are often in excess of $1 million, with some contracts for enterprise-type programs well in excess of $10 million. Due to the custom nature of customer projects, contract durations vary, with typical durations ranging from six to 12 months, and some larger contracts extending up to 18 to 24 months. Contract values for pre-automation services and post-automation services range in value and can exceed $1 million with varying durations, which can sometimes extend over a number of years. Competitive Strengths Management believes ATS has the following competitive strengths: Global presence, size and critical mass: ATS global presence and scale provide an advantage in serving multinational customers. The markets in which the Company operates are served primarily by competitors with narrow geographic and/or industrial market reach. ATS has manufacturing operations in Canada, the United States, Germany, China, Malaysia and Thailand. ATS can deliver localized service through a network of over 50 offices located around the world. Management believes that ATS scale and global footprint provide it with competitive advantages in winning large, multinational customer programs and in delivering a life-cycleoriented service platform to customers global operations. ATS AUTOMATION ANNUAL REPORT

5 Technical skills, capabilities and experience: Automation manufacturing is a knowledge-based business. ATS has designed, manufactured, assembled and serviced over 23,000 automation systems worldwide and has an extensive knowledge base and accumulated design expertise. Management believes ATS broad experience in many different industrial markets and with diverse technologies, its talented workforce, which includes over 1,300 engineers and over 200 program management personnel, and its ability to provide custom automation, repeat automation, automation products and value-added services, position the Company well to serve complex customer programs in a variety of markets. Product and technology portfolio: Through its history of bringing thousands of unique automation projects to market, ATS and its subsidiaries have developed an extensive product and technology portfolio. ATS has a number of standard automation platforms, including SuperTrak TM, an in-line, high-speed flexible pallet transport system; Discovery Dial TM, a rotary dial indexer; Jetwing TM and Spaceline TM, both synchronous indexing chassis; and OmniTrak TM, which combines the synchronous drive of the Spaceline TM chassis with asynchronous pallet movement provided by the programmable SuperTrak TM pallet transfer system, allowing for multiple process times and selective synchronization of devices. Each of these automation platforms can be tailored to a customer s unique requirements. Other standard automation products and technologies include advanced vision systems used to ensure product or process quality, numerous material handling and feeder technologies, high-accuracy and highprecision laser processing technologies, high-performance tube filling and cartoning technologies and advanced HMI control systems. Management believes the Company s extensive product and technology portfolio gives it an advantage in developing unique and leading solutions for customers and maintaining competitiveness. Recognized brands: Management believes ATS is well known within the global automation industry due to its long history of innovation and broad scope of operations. In addition, ATS subsidiaries include several strong brands: sortimat, which specializes in the life sciences market; IWK, which specializes in the packaging market; and Process Automation Solutions or PA, which provides innovative automation solutions for process and production sectors. Management believes that ATS brand names and global reputation improve sales prospecting, allowing the Company to be considered for a wide variety of customer programs. Trusted customer relationships: ATS serves some of the world s largest multinational companies. Most of ATS customers are repeat customers and many have long-standing relationships with ATS, often spanning more than a decade. Management estimates that approximately 90% of ATS Order Bookings in fiscal 2017 were placed by repeat customers. Total solutions capabilities: Management believes the Company gains competitive advantages because ATS provides total turn-key solutions in automation. This allows customers to single -source their most complex projects to ATS rather than rely on multiple engineering firms and equipment builders. In addition, ATS can provide customers with other value-added services including pre-automation consulting, total cost of ownership studies, life-cycle material management, post-automation service, training and support. 20 ATS AUTOMATION ANNUAL REPORT 2017

6 Overview Operating Results Consolidated Revenues (In millions of dollars) Revenues by market Q Q Fiscal 2017 Fiscal 2016 Consumer products & electronics $ 41.9 $ 38.9 $ $ Energy Life sciences Transportation Total revenues $ $ $ 1,010.9 $ 1,039.6 Revenues by installation location Q Q Fiscal 2017 Fiscal 2016 North America $ $ 93.3 $ $ Europe Asia/Other Total revenues $ $ $ 1,010.9 $ 1,039.6 Fourth Quarter Fiscal 2017 fourth quarter revenues were 8% higher than in the corresponding period a year ago. Higher revenues primarily reflected higher Order Backlog entering the fourth quarter of fiscal 2017 compared to a year ago. Foreign exchange rate changes negatively impacted the translation of revenues earned by foreign-based subsidiaries compared to the corresponding period a year ago, reflecting the strengthening of the Canadian dollar relative to the U.S. dollar and Euro. By market, fiscal 2017 fourth quarter revenues from consumer products & electronics increased 8% due to timing of Order Bookings. Revenues generated in the energy market decreased 17% primarily due to the enterprise program won in the fourth quarter of fiscal 2016 that was cancelled in the third quarter of fiscal Revenues in the life sciences market increased 21% primarily reflecting higher Order Backlog entering the fourth quarter of fiscal Transportation revenues decreased 3% compared to a year ago primarily due to lower activity compared to the previous year. Full Year Fiscal 2017 revenues were 3% lower than in the corresponding period a year ago, primarily reflecting the timing of project activities. Fiscal 2017 revenues were negatively impacted by the suspension and subsequent cancellation of a part of the large enterprise program won in the fourth quarter of fiscal 2016 and by revised estimates and adjustments related to certain programs that are in process or have been completed. Foreign exchange rate changes did not materially impact the translation of revenues earned in foreign currencies into Canadian dollars. By market, fiscal 2017 revenues from consumer products & electronics decreased 14%, primarily reflecting lower activity in the consumer products market. Revenues generated in the energy market increased 133%, compared to the corresponding period a year ago, primarily due to higher Order Backlog entering fiscal 2017 compared to a year ago. Revenues generated in the life sciences market decreased 5%, primarily reflecting the timing of project activities and lower Order Backlog at the end of fiscal 2016, compared to the previous year. Transportation revenues decreased 23% compared to a year ago primarily due to lower Order Backlog entering fiscal 2017, compared to a year ago. ATS AUTOMATION ANNUAL REPORT

7 Consolidated Operating Results (In millions of dollars) Q Q Fiscal 2017 Fiscal 2016 Earnings from operations $ 16.8 $ 8.1 $ 71.9 $ 76.8 Amortization of acquisition-related intangible assets Share purchase allowance Restructuring charges Executive transition expenses Gain on sale of assets (3.7) Adjusted earnings from operations 1 $ 24.5 $ 23.2 $ 97.1 $ See Notice to Reader: Non-IFRS Measures and Additional IFRS Measures. Q Q Fiscal 2017 Fiscal 2016 Earnings from operations $ 16.8 $ 8.1 $ 71.9 $ 76.8 Depreciation and amortization EBITDA 2 $ 25.6 $ 17.7 $ $ See Notice to Reader: Non-IFRS Measures and Additional IFRS Measures. Fourth Quarter Fiscal 2017 fourth quarter earnings from operations were $16.8 million (6% operating margin) compared to $8.1 million (3% operating margin) in the fourth quarter of fiscal Included in fourth quarter fiscal 2017 earnings from operations was a share purchase allowance of $2.9 million, which was paid to Mr. Hider as an inducement to join the Company. The after-tax proceeds of the share purchase allowance were used to purchase shares of ATS in the public market. Fourth quarter fiscal 2017 earnings from operations also included $4.8 million related to amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat. Included in fourth quarter fiscal 2016 earnings from operations was $5.7 million related to amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat, $2.3 million of restructuring and severance costs and $7.1 million of executive transition expenses related to the transition agreement entered into between the Company and the former Chief Executive Officer of ATS. Excluding these items, fourth quarter fiscal 2017 adjusted earnings from operations were $24.5 million (9% margin), compared to adjusted earnings from operations of $23.2 million (9% margin) a year ago. Higher adjusted earnings from operations primarily reflected higher revenues, offset by increased stock compensation expenses (see Consolidated Results: Stock-based Compensation ). Depreciation and amortization expense was $8.8 million in the fourth quarter of fiscal 2017, compared to $9.6 million a year ago. The decrease primarily reflected lower amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat compared to the fourth quarter of fiscal ATS AUTOMATION ANNUAL REPORT 2017

8 EBITDA was $25.6 million (10% EBITDA margin) in the fourth quarter of fiscal 2017 compared to $17.7 million (7% EBITDA margin) in the fourth quarter of fiscal Excluding the share purchase allowance, fourth quarter fiscal 2017 EBITDA was $28.5 million (11% EBITDA margin). Comparably, excluding restructuring and severance costs and executive transition expenses, fourth quarter fiscal 2016 EBITDA was $27.1 million (11% EBITDA margin). Full Year Earnings from operations were $71.9 million (7% operating margin) in fiscal 2017, compared to $76.8 million (7% operating margin) in the corresponding period a year ago. Earnings from operations included $2.9 million for the share purchase allowance, $2.3 million of restructuring and severance costs and $20.0 million of amortization costs related to the amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat. Fiscal 2016 earnings from operations included $24.5 million of amortization costs related to the amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat, $9.7 million of restructuring and severance costs, $7.1 million of executive transition expenses and a gain of $3.7 million on the sale of a redundant U.S. facility. Excluding these items, adjusted earnings from operations were $97.1 million (10% margin) compared to adjusted earnings from operations of $114.4 million (11% margin) in the corresponding period a year ago. Lower adjusted earnings from operations primarily reflected lower revenues, higher selling, general and administrative expenses and increased stock compensation costs. Depreciation and amortization expense was $34.6 million in fiscal 2017, compared to $39.3 million a year ago. The decrease primarily reflected lower amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK, ATW and sortimat, compared to fiscal EBITDA was $106.5 million (11% EBITDA margin) compared to $116.1 million (11% EBITDA margin) in fiscal Excluding the share purchase allowance and restructuring costs, fiscal 2017 EBITDA was $111.7 million (11% EBITDA margin). Comparably, excluding executive transition expenses, restructuring costs and the gain on the sale of the U.S. facility, fiscal 2016 EBITDA was $129.2 million (12% EBITDA margin). Order Bookings by Quarter (In millions of dollars) Fiscal 2017 Fiscal 2016 Q1 $ 239 $ 222 Q Q Q Total Order Bookings $ 1,134 $ 1,070 Fourth Quarter Fourth quarter fiscal 2017 Order Bookings were $322 million, a 17% decrease from the fourth quarter of fiscal By customer market, higher Order Bookings in the transportation and life sciences markets were offset by lower Order Bookings in the energy and consumer products & electronics markets. Included in fourth quarter fiscal 2016 Order Bookings was an enterprise program valued at approximately U.S. $100 million, part of which was subsequently cancelled in the third quarter of fiscal Foreign exchange rate changes negatively impacted the translation of Order Bookings from foreign-based ATS subsidiaries compared to the corresponding period a year ago. ATS AUTOMATION ANNUAL REPORT

9 Full Year Fiscal 2017 Order Bookings were $1,134 million, a 6% increase from prior year Order Bookings of $1,070 million. By market, higher Order Bookings in the life sciences and transportation markets more than offset lower Order Bookings in energy and consumer products & electronics. Foreign exchange rate changes did not materially impact the translation of Order Bookings from foreign-based ATS subsidiaries compared to fiscal Order Backlog Continuity (In millions of dollars) Q Q Fiscal 2017 Fiscal 2016 Opening Order Backlog $ 632 $ 546 $ 652 $ 632 Revenues (266) (247) (1,011) (1,040) Order Bookings ,134 1,070 Order Backlog adjustments 1 (7) (37) (94) (10) Total $ 681 $ 652 $ 681 $ Order Backlog adjustments include foreign exchange adjustments and cancellations. Order Backlog by Market (In millions of dollars) Fiscal 2017 Fiscal 2016 Consumer products & electronics $ 54 $ 85 Energy Life sciences Transportation Total $ 681 $ 652 At March 31, 2017, Order Backlog was a record $681 million, 4% higher than at March 31, Higher Order Backlog in the life sciences and transportation markets was partially offset by lower Order Backlog in the consumer products & electronics and energy markets. Foreign exchange rate changes also negatively impacted the translation of Order Backlog from foreign-based ATS subsidiaries compared to fiscal ATS AUTOMATION ANNUAL REPORT 2017

10 Outlook The global economic environment has shown some recent signs of improvement; however, geopolitical risks remain. Economic growth in the U.S., Canadian and European economies has been slow. Economic growth in China and other parts of Asia has decelerated. A prolonged or more significant downturn in an economy where the Company operates could negatively impact Order Bookings and may add to volatility in Order Bookings. Funnel activity in life sciences has remained strong and funnel activity in the transportation market improved with an increase in opportunities in new technologies. Activity in energy markets is sporadic, but the funnel contains meaningful opportunities. Funnel activity in the consumer products & electronics market has improved; however, it remains low relative to other customer markets. Overall, the Company s funnel remains significant; however, conversion of opportunities into Order Bookings is variable, as customers remain cautious in their approach to capital investment. The Company s sales organization continues to work to engage customers on enterprise-type solutions. The Company expects that this will provide ATS with more strategic relationships, increased predictability, better program control and less sensitivity to macroeconomic forces. This approach to market and the timing of customer decisions on larger opportunities may cause variability in Order Bookings from quarter to quarter and, as is already the case, lengthen the performance period and revenue recognition for certain customer programs. The Company expects its Order Backlog of $681 million at the end of fiscal 2017 to partially mitigate the impact of volatile Order Bookings on revenues in the short term. In the first quarter of fiscal 2018, management expects Order Backlog conversion to be in the 35% to 40% range. The expected conversion rate is based on current programs in Order Backlog and management s estimate of revenues from new Order Bookings in the quarter. The Company s efforts to expand its after-sales service offering is expected to provide some balance to its exposure to the capital expenditure cycle of its customers. However, the intended ramp-up of the Company s after-sales service revenues may not offset capital spending volatility in the short term. Management s disciplined focus on program management, cost reductions, standardization and quality is expected to put ATS in a strong, competitive position to capitalize on opportunities. In fiscal 2017, the Company initiated the closure of a U.S.-based operation to re-balance global capacity and improve the Company s cost structure. These actions resulted in charges of $2.3 million in fiscal Over the long term, management expects that the application of its ongoing efforts to improve ATS cost structure, business processes, leadership and supply chain management will have a positive impact on ATS operations. The Company seeks to continue to expand its position in the global automation market organically and through acquisition. The Company s solid foundation and strong cash flow generation capability provide the flexibility to pursue its growth strategy. ATS AUTOMATION ANNUAL REPORT

11 Consolidated Results Selected Fourth Quarter and Annual Information (In millions of dollars, except per share data) Q Q Fiscal 2017 Fiscal 2016 Fiscal 2015 Revenues $ $ $ 1,010.9 $ 1,039.6 $ Cost of revenues Selling, general and administrative Stock-based compensation 1.9 (0.5) Earnings from operations $ 16.8 $ 8.1 $ 71.9 $ 76.8 $ 67.0 Net finance costs $ 6.3 $ 7.9 $ 25.6 $ 26.7 $ 11.9 Provision for (recovery of) income taxes 2.7 (1.2) Net income from continuing operations $ 7.8 $ 1.4 $ 35.0 $ 39.6 $ 38.9 Income from discontinued operations, net of tax $ $ $ $ $ 16.2 Net income $ 7.8 $ 1.4 $ 35.0 $ 39.6 $ 55.1 Earnings per share Basic from continuing operations $ 0.08 $ 0.02 $ 0.38 $ 0.43 $ 0.43 Basic from discontinued operations $ $ $ $ $ 0.18 $ 0.08 $ 0.02 $ 0.38 $ 0.43 $ 0.61 Diluted from continuing operations $ 0.08 $ 0.02 $ 0.38 $ 0.43 $ 0.42 Diluted from discontinued operations $ $ $ $ $ 0.18 $ 0.08 $ 0.02 $ 0.38 $ 0.43 $ 0.60 From continuing operations: Total assets $ 1,374.6 $ 1,367.5 $ 1,220.7 Total cash and short-term investments $ $ $ Total bank debt $ $ $ Revenues. At $265.7 million, consolidated revenues for the fourth quarter of fiscal 2017 were $18.9 million, or 8% higher than the corresponding period a year ago. At $1,010.9 million, fiscal 2017 revenues were $28.7 million, or 3% lower than in the corresponding previous year (see Overview Operating Results ). Cost of revenues. At $201.7 million, fourth quarter fiscal 2017 cost of revenues increased compared to the corresponding period a year ago by $16.0 million, or 9%, primarily on higher revenues. Annual cost of revenues of $760.3 million decreased by $20.6 million, or 3%, primarily on lower revenues generated compared to the corresponding period last year. At 24%, gross margin in the fourth quarter of fiscal 2017 decreased 1% from the corresponding period a year ago. Lower fourth quarter gross margins primarily reflected some lower margin programs, which were bid and are being executed by the Company, and certain programs where costs exceeded budgets. Fiscal 2017 gross margin of 25% was consistent with the corresponding period a year ago. 26 ATS AUTOMATION ANNUAL REPORT 2017

12 Selling, general and administrative ( SG&A ) expenses. SG&A expenses for the fourth quarter of fiscal 2017 were $45.3 million, which included $4.8 million of amortization costs related to the amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat and $2.9 million for the share purchase allowance. SG&A expenses for the fourth quarter of fiscal 2016 were $53.5 million, which included $5.7 million of amortization costs related to the amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat; $2.3 million of restructuring and severance costs; and $7.1 million of executive transition expenses. Excluding these costs, SG&A expenses were $37.6 million in the fourth quarter of fiscal 2017, down from $38.4 million a year ago. Lower SG&A expenses in the fourth quarter of fiscal 2017 primarily reflected foreign exchange rate changes, which reduced the translation of reported SG&A expenses of foreignbased subsidiaries due to the strengthening of the Canadian dollar relative to the U.S. dollar and Euro. Fiscal 2017 SG&A expenses were $171.9 million, which included $20.0 million of amortization costs related to the amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat; $2.3 million of restructuring and severance costs; and $2.9 million for the share purchase allowance. Excluding these items, SG&A expenses were $146.7 million for fiscal Comparably, SG&A expenses for fiscal 2016 were $141.7 million, which excludes $24.5 million of amortization costs related to the amortization of identifiable intangible assets recorded on the acquisitions of PA, IWK and sortimat; $9.7 million of restructuring and severance costs ; a gain of $3.7 million on the sale of a U.S. facility; and $7.1 million of executive transition expenses. Higher SG&A expenses in fiscal 2017 primarily reflected increased employee costs and foreign exchange rate changes, which increased the translation of reported SG&A expenses of foreign-based subsidiaries, primarily due to the weakening of the Canadian dollar relative to the U.S. dollar and Euro. Stock-based compensation. Stock-based compensation expense amounted to $1.9 million in the fourth quarter of fiscal 2017 compared to a recovery of $0.5 million in the corresponding period a year ago. Fiscal 2017 stock-based compensation expense increased to $6.8 million from $2.6 million a year ago. The increase in stock-based compensation costs is attributable to higher expenses from stock options and the revaluation of deferred stock units and restricted share units. Earnings from operations. For the three- and twelve -month periods ended March 31, 2017, consolidated earnings from operations were $16.8 million (6% operating margin) and $71.9 million (7% operating margin), respectively, compared to earnings from operations of $8.1 million (3% operating margin) and $76.8 million (7% operating margin), respectively, in the corresponding periods of fiscal 2016 (see Overview Operating Results ). Net finance costs. Net finance costs were $6.3 million in the fourth quarter of fiscal 2017, $1.6 million lower than in the corresponding period a year ago. Fiscal 2017 finance costs were $25.6 million, compared to $26.7 million in the corresponding period a year ago. The decrease was primarily due to the benefit of crosscurrency interest swaps, which were entered into in the fourth quarter of fiscal 2016 (see Foreign Exchange ). Income tax provision. For the three and twelve months ended March 31, 2017, the Company s effective income tax rates of 26% and 24%, respectively, differed from the combined Canadian basic federal and provincial income tax rate of 27%, primarily due to income earned in certain jurisdictions with different statutory tax rates. The Company expects its effective tax rate to remain in the range of 25%. Net income. Fiscal 2017 fourth quarter net income was $7.8 million (8 cents per share basic and diluted) compared to $1.4 million (2 cents per share basic and diluted) for the fourth quarter of fiscal Adjusted basic earnings per share were 15 cents in the fourth quarter of fiscal 2017 compared to 14 cents for the fourth quarter of fiscal 2016 (see Reconciliation of Non-IFRS Measures to IFRS Measures ). Fiscal 2017 net income was $35.0 million (38 cents per share basic and diluted) compared to $39.6 million (43 cents per share basic and diluted) for the corresponding period a year ago. Adjusted basic earnings per share were 57 cents in fiscal 2017, compared to 72 cents in the corresponding period a year ago (see Reconciliation of Non-IFRS Measures to IFRS Measures ). ATS AUTOMATION ANNUAL REPORT

13 Reconciliation of Non-IFRS Measures to IFRS Measures (In millions of dollars, except per share data) The following table reconciles EBITDA to the most directly comparable IFRS measure (net income from continuing operations): Fiscal 2017 Fiscal 2016 Fiscal 2015 EBITDA $ $ $ Less: depreciation and amortization expense Earnings from operations $ 71.9 $ 76.8 $ 67.0 Less: net finance costs Provision for income taxes Net income from continuing operations $ 35.0 $ 39.6 $ 38.9 Q Q EBITDA $ 25.6 $ 17.7 Less: depreciation and amortization expense Earnings from operations $ 16.8 $ 8.1 Less: net finance costs Provision for (recovery of) income taxes 2.7 (1.2) Net income from continuing operations $ 7.8 $ ATS AUTOMATION ANNUAL REPORT 2017

14 The following table reconciles adjusted earnings from operations and adjusted basic earnings per share to the most directly comparable IFRS measure (net income and basic earnings per share, respectively): Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 IFRS Adjustments Adjusted (non-ifrs) IFRS Adjustments Adjusted (non-ifrs) Earnings from operations $ 16.8 $ $ 16.8 $ 8.1 $ $ 8.1 Amortization of acquisition-related intangible assets Restructuring charges Executive transition expenses Share purchase allowance $ 16.8 $ 7.7 $ 24.5 $ 8.1 $ 15.1 $ 23.2 Less: net finance costs $ 6.3 $ $ 6.3 $ 7.9 $ $ 7.9 Income before income taxes $ 10.5 $ 7.7 $ 18.2 $ 0.2 $ 15.1 $ 15.3 Provision for (recovery of) income taxes $ 2.7 $ $ 2.7 $ (1.2) $ $ (1.2) Adjustment to provision for income taxes $ 2.7 $ 2.2 $ 4.9 $ (1.2) $ 4.0 $ 2.8 Net income $ 7.8 $ 5.5 $ 13.3 $ 1.4 $ 11.1 $ 12.5 Basic earnings per share $ 0.08 $ 0.07 $ 0.15 $ 0.02 $ 0.12 $ Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-ifrs based adjusted net income. ATS AUTOMATION ANNUAL REPORT

15 Twelve Months Ended March 31, 2017 Twelve Months Ended March 31, 2016 IFRS Adjustments Adjusted (non-ifrs) IFRS Adjustments Adjusted (non-ifrs) Earnings from operations $ 71.9 $ $ 71.9 $ 76.8 $ $ 76.8 Amortization of acquisition-related intangible assets Restructuring charges Gain on sale of assets (3.7) (3.7) Executive transition expenses Share purchase allowance $ 71.9 $ 25.2 $ 97.1 $ 76.8 $ 37.6 $ Less: net finance costs $ 25.6 $ $ 25.6 $ 26.7 $ $ 26.7 Income before income taxes $ 46.3 $ 25.2 $ 71.5 $ 50.1 $ 37.6 $ 87.7 Provision for income taxes $ 11.3 $ $ 11.3 $ 10.5 $ $ 10.5 Adjustment to provision for income taxes $ 11.3 $ 7.8 $ 19.1 $ 10.5 $ 10.7 $ 21.2 Net income $ 35.0 $ 17.4 $ 52.4 $ 39.6 $ 26.9 $ 66.5 Basic earnings per share $ 0.38 $ 0.19 $ 0.57 $ 0.43 $ 0.29 $ Adjustments to provision for income taxes relate to the income tax effects of adjustment items that are excluded for the purposes of calculating non-ifrs based adjusted net income. 30 ATS AUTOMATION ANNUAL REPORT 2017

16 Summary of Investments, Liquidity, Cash Flow and Financial Resources Investments (In millions of dollars) Fiscal 2017 Fiscal 2016 Investments increase (decrease) Non-cash operating working capital $ (56. 5) $ 30.8 Property, plant and equipment Acquisition of intangible assets Purchase of non-controlling interest 0.1 Proceeds from disposal of assets (0.1) (22.3) Proceeds from sale of subsidiary (2.3) Total net investments $ (38. 7) $ 22.0 In fiscal 2017, the Company s investment in non-cash working capital decreased $56. 5 million, compared to an increase of $30.8 million a year ago. Accounts receivable decreased 15%, or $29. 8 million, driven by the timing of billings on certain customer contracts. Net contracts in progress decreased 37%, or $28.3 million, compared to March 31, The Company actively manages its accounts receivable and net contracts in progress balances through billing terms on long-term contracts, collection efforts and supplier payment terms. Inventories increased 4%, or $1.8 million, primarily due to the timing of inventory purchases. Deposits and prepaid assets decreased 28%, or $6.2 million, compared to March 31, 2016 due to the timing of program execution. Accounts payable and accrued liabilities increased 3%, or $5.0 million, compared to March 31, Provisions decreased 30%, or $6.1 million, compared to March 31, 2016 due to the payment in fiscal 2017 of the executive transition provision accrued in fiscal Capital expenditures totalled $9.9 million for fiscal 2017, primarily related to computer hardware. Capital expenditures totalled $10.1 million in fiscal 2016, primarily related to computer hardware. Intangible assets expenditures for fiscal 2017 and fiscal 2016 were $8.0 million and $5.6 million, respectively, and primarily related to computer software and various internal development projects. Purchase of non-controlling interest was $0.1 million in fiscal There were no such transactions in fiscal Proceeds from disposal of assets were $0.1 million in fiscal 2017, compared to $22.3 million in fiscal The decrease primarily reflects the sale of a U.S. facility and the sale of certain other redundant assets in fiscal Proceeds from sale of subsidiary were $2.3 million in fiscal 2016, related to the sale of a Swiss subsidiary, which closed in fiscal There were no such transactions in fiscal The Company performs impairment tests on its goodwill and intangible asset balances on an annual basis or as warranted by events or circumstances. The Company conducted its annual impairment assessment in the fourth quarter of fiscal 2017 and determined there is no impairment of goodwill or intangible assets as of March 31, 2017 (fiscal 2016 $nil). All the Company s investments involve risks and require that the Company make judgments and estimates regarding the likelihood of recovery of the respective costs. In the event management determines that any of the Company s investments have become permanently impaired or recovery is no longer reasonably assured, the value of the investment would be written down to its estimated net realizable value as a charge against earnings. Due to the magnitude of certain investments, such write-downs could be material. ATS AUTOMATION ANNUAL REPORT

17 Liquidity, Cash Flow and Financial Resources (In millions of dollars, except ratios) Fiscal 2017 Fiscal 2016 Cash and cash equivalents $ $ Debt-to-equity ratio 0.52:1 0.56:1 Cash flows provided by operating activities $ $ 35.8 At March 31, 2017, the Company had cash and cash equivalents of $286.7 million compared to $170.0 million at March 31, At March 31, 2017, the Company s debt-to-total equity ratio was 0.52:1. At March 31, 2017, the Company had $ million of unutilized multipurpose credit, including letters of credit, available under existing credit facilities and an additional $2.9 million available under letter of credit facilities. In fiscal 2017, cash flows provided by operating activities were $127.9 million ($35.8 million provided by operating activities in the corresponding period a year ago). The increase in operating cash flows related primarily to the timing of investments in non-cash working capital in certain customer programs. The Company s U.S. $250.0 million aggregate principal amount of senior notes (the Senior Notes ) are unsecured, were issued at par, bear interest at a rate of 6.50% per annum and mature on June 15, The Company may redeem the Senior Notes, in whole, at any time or in part, from time to time, at specified redemption prices and subject to certain conditions required by the Senior Notes. If the Company experiences a change of control, the Company may be required to repurchase the Senior Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Senior Notes contain customary covenants that restrict, subject to certain exceptions and thresholds, some of the activities of the Company and its subsidiaries, including the Company s ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments and engage in specified transactions with affiliates. Subject to certain exceptions, the Senior Notes are guaranteed by each of the subsidiaries of the Company that is a borrower or has guaranteed obligations under the Credit Facility. Transaction fees of $7.2 million were deferred and are being amortized over the term of the Senior Notes. The Company s senior secured credit facility (the Credit Facility ) provides a committed revolving credit facility of $750.0 million. The Credit Facility is secured by: (i) the Company s assets, including real estate; (ii) assets, including certain real estate, of certain of the Company s North American subsidiaries; and (iii) a pledge of shares of certain of the Company s non-north American subsidiaries. Certain of the Company s subsidiaries also provide guarantees under the Credit Facility. At March 31, 2017, the Company had utilized $115.0 million under the Credit Facility by way of letters of credit (March 31, 2016 $115.1 million). The Credit Facility matures on August 29, The Credit Facility is available in Canadian dollars by way of prime rate advances and/or bankers acceptances, in U.S. dollars by way of base rate advances and/or LIBOR advances, in Swiss francs, Euros and British pounds sterling by way of LIBOR advances and by way of letters of credit for certain purposes in Canadian dollars, U.S. dollars and Euros. The interest rates applicable to the Credit Facility are determined based on a debt to EBITDA ratio as defined in the Credit Facility. For prime rate advances and base rate advances, the interest rate is equal to the bank s prime rate or the bank s U.S. dollar base rate in Canada, respectively, plus a margin ranging from 0.45% to 2.00%. For bankers acceptances and LIBOR advances, the interest rate is equal to the bankers acceptance fee or LIBOR, respectively, plus a margin that varies from 1.45% to 3.00%. The Company pays a fee for usage of financial letters of credit, which ranges from 1.45% to 3.00% and a fee for usage of non-financial letters of credit, which ranges from 0.97% to 2.00%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or draw-down under the Credit Facility at rates ranging from 0.29% to 0.68%. 32 ATS AUTOMATION ANNUAL REPORT 2017

18 The Credit Facility is subject to a debt to EBITDA test and an interest coverage test. Under the terms of the Credit Facility, the Company is restricted from encumbering any assets with certain permitted exceptions. The Credit Facility also limits advances to subsidiaries and partially restricts the Company from repurchasing its common shares and paying dividends. At March 31, 2017, all of the covenants were met. The Company has additional credit facilities available of $8.1 million (3.3 million Euros, 75.0 million Indian Rupees, 50.0 million Thai Baht and 1.1 million Czech Koruna). The total amount outstanding on these facilities at March 31, 2017 was $4.0 million, of which $1.4 million was classified as bank indebtedness (March 31, 2016 $2.3 million) and $2.6 million was classified as long-term debt (March 31, 2016 $7.1 million). The interest rates applicable to the credit facilities range from 1.66% to 9.18% per annum. A portion of the longterm debt is secured by certain assets of the Company. The 75.0 million Indian Rupees and the 50.0 million Thai Baht credit facilities are secured by letters of credit under the Credit Facility. Over the long term, the Company generally expects to continue increasing its overall investment in non-cash working capital to support the growth of its business, with fluctuations on a quarter-over-quarter basis. The Company s goal is to maintain its investment in non-cash working capital as a percentage of annualized revenues at a level below 15%. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities, will be sufficient to fund its requirements for investments in non-cash working capital and capital assets and to fund strategic investment plans including some potential acquisitions. Significant acquisitions could result in additional debt or equity financing requirements. The Company expects to continue to use leverage to support its growth strategy. Contractual Obligations (In millions of dollars) The Company s minimum operating lease payments (related primarily to facilities and equipment) and purchase obligations are as follows: Operating leases Purchase obligations Less than one year $ 10.5 $ 83.5 One two years Two three years Three four years 6.1 Four five years 4.9 Due in over five years 1.3 $ 37.4 $ 91.0 The Company s off-balance sheet arrangements consist of purchase obligations and various operating lease financing arrangements related primarily to facilities and equipment that were entered into in the normal course of business. The Company s purchase obligations consist primarily of commitments for material purchases. In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide letters of credit as security for advances received from customers pending delivery and contract performance. In addition, the Company provides letters of credit for post-retirement obligations and may provide letters of credit as security on equipment under lease and on order. At March 31, 2017, the total value of outstanding letters of credit was approximately $136.0 million (March 31, 2016 $137.0 million). ATS AUTOMATION ANNUAL REPORT